Common use of Share Incentive Plan Clause in Contracts

Share Incentive Plan. Unless approved by the Board, all officers, directors, employees and consultants of the Company who shall purchase, or receive options to purchase, shares of the Company under the share incentive option plan adopted by the Company’s shareholders on November 1, 2012, as amended and restated on October 9, 2013 (the “Share Plan”) under which the Company may reserve not more than 44,758,220 Ordinary Shares (the “Plan Share Limit”) for issuance to its officers, directors, employees and consultants shall be required to execute share purchase or option agreements providing for (i) vesting of shares over not less than a four-year period with the first twenty five percent (25%) of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a one-hundred eighty (180) day lockup period in connection with the Company’s Qualified IPO. The Company shall retain a “right of first refusal” on employee transfers until the Company’s Qualified IPO and the right to repurchase unvested shares at cost. Without the approval of the holders representing at least eighty-five percent (85%) of the then outstanding Preferred Shares (voting together as a single class on an as-converted basis), the Company shall not (i) grant any option or other equity-based awards to any person with the underlying Shares representing 0.5% or more of the total share capital of the Company on a single basis, (ii) grant any option or other equity-based awards to any person with the underlying Shares representing 1% or more of the total share capital of the Company on a cumulative basis; or (iii) grant any option or other equity-based awards to any person that is not in standard terms of the employee share option plans with respect to the vesting schedule, the exercise price or any other aspects. Notwithstanding anything contained herein to the contrary, without the approval of each of the Investors, the Company shall not (i) increase the Plan Share Limit or (ii) approve any new equity-based compensation plan or any bonus or incentive plan. Schedule 4 sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: (i) issued and outstanding Ordinary Shares, including, with respect to restricted Ordinary Shares (if any), vesting schedule and repurchase price; (ii) Ordinary Shares reserved for issuance under the Share Plan; (iii) each series of Preferred Shares; and (iv) warrants or stock purchase rights, if any.

Share Incentive Plan. Subject to the provisions of this Agreement and the Articles, the Company shall establish after the Closing a share incentive option plan, subject to adoption by the Board and approval by the Company’s shareholders (the “Share Plan”), under which the Company may reserve not more than 44,758,220 Ordinary Shares for issuance to officers, directors, employees and consultants of the Company. Unless approved by the Board, all officers, directors, employees and consultants of the Company who shall purchase, or receive options to purchase, shares of the Company under the share incentive option plan adopted by the Company’s shareholders on November 1, 2012, as amended and restated on October 9, 2013 (the “Share Plan”) under which the Company may reserve not more than 44,758,220 Ordinary Shares (the “Plan Share Limit”) for issuance to its officers, directors, employees and consultants shall be required to execute share purchase or option agreements providing for (i) vesting of shares over not less than a four-year period with the first twenty five percent (25%) of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a one-hundred eighty (180) day lockup period in connection with the Company’s Qualified IPO. The Company shall retain a “right of first refusal” on employee transfers until the Company’s Qualified IPO and the right to repurchase unvested shares at cost. Without the approval of the holders representing at least eightytwo-five percent thirds (8566.67%) of the then outstanding Preferred Shares (voting together as a single class on an as-converted basis), the Company shall not (i) grant any option or other equity-based awards to any person with the underlying Shares representing 0.5% or more of the total share capital of the Company on a single basis, (ii) or grant any option or other equity-based awards to any person with the underlying Shares representing 1% or more of the total share capital of the Company on a cumulative basis; or (iii) grant any option or other equity-based awards to any person that is not in standard terms of the employee share option plans with respect to the vesting schedule, the exercise price or any other aspects. Notwithstanding anything contained herein to the contrary, without the approval of each of the Investors, the Company shall not (i) increase the Plan Share Limit or (ii) approve any new equity-based compensation plan or any bonus or incentive plan. Schedule 4 sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: (i) issued and outstanding Ordinary Shares, including, with respect to restricted Ordinary Shares (if any), vesting schedule and repurchase price; (ii) Ordinary Shares reserved for issuance under the Share Plan; (iii) each series of Preferred Shares; and (iv) warrants or stock purchase rights, if any.SHAREHOLDERS’ AGREEMENT EXECUTION

Share Incentive Plan. Unless approved by The Company has established a share incentive option (the Board“ESOP”), all under which the Company has reserved a total of 32,861,206 Class A Ordinary Shares for issuance to officers, directors, employees and consultants of the Company. Unless approved by the consent of the Board of Directors (including the approval of at least two-thirds (2/3) of all Preferred Directors), all employees, officers, directors and consultants of the Company who shall purchase, or receive options to purchase, shares of the Company under the share incentive option plan adopted by the Company’s shareholders on November 1, 2012, as amended and restated on October 9, 2013 (the “Share Plan”) under which the Company may reserve not more than 44,758,220 Ordinary Shares (the “Plan Share Limit”) for issuance to its officers, directors, employees and consultants ESOP shall be required to execute share purchase or option agreements providing for on terms no less strict than the following: (i) vesting of shares over not less than a four-year period since the date of commencement of services, with 25% of the shares vesting at the first twenty five percent (25%) anniversary of such shares vesting following twelve (12) months of continued employment or servicesthe aforesaid date, and the remaining 75% of the shares vesting in equal monthly installments over the following next thirty-six (36) months, ; and (ii) a one-hundred eighty (180) day lockup period in connection with the Company’s Qualified IPO. Unless approved by the holders of a majority of the Ordinary Shares and the Super Preferred Majority Holders, no acceleration shall be applicable to such vesting schedule. It is agreed by the Parties that as to the grant and vesting of no more than 5% of the ESOP Shares, all the Directors of the Board shall not unreasonably withhold their consents from voting in favor of any resolutions regarding the ESOP Shares proposed by the Founder Parties. It is further agreed by the Parties that in January of each year, the Company has an option right to repurchase up to 20% of the then vested ESOP Shares in any grantee’s (other than the Founders, chief executive officer and chief technology officer of the Group Companies) possession by using the funds out of up to 1% of the Company’s own cash/cash equivalents lawfully available therefor other than any cash/cash equivalents obtained from any debt financing, at a price per share equal to that adopted in the Company’s most recent round of financing, provided that (a) the Company may only repurchase vested ESOP Shares from the grantee (other than the Founders, chief executive officer and chief technology officer of the Group Companies) who has served at least two (2) years of employment or engagement with any Group Company, (b) approval of a resolution on such repurchase requires consents of the majority of the votes of the Directors, and (c) all the ESOP Shares so repurchased shall be cancelled and reserved for issuance pursuant to the ESOP. Except for the estate planning, no Class A Ordinary Shares subject to the vesting schedule in this Section 7.1 shall be transferrable prior to such vesting. The Company shall retain a “right of first refusal” on employee transfers until the Company’s Qualified IPO and the right to repurchase unvested shares at cost. Without the approval of the holders representing at least eighty-five percent (85%) of the then outstanding Preferred Shares (voting together as a single class on an as-converted basis), the Company shall not (i) grant any option or other equity-based awards to any person cost in accordance with the underlying Shares representing 0.5% or more of the total share capital of the Company on a single basis, (ii) grant any option or other equity-based awards to any person with the underlying Shares representing 1% or more of the total share capital of the Company on a cumulative basis; or (iii) grant any option or other equity-based awards to any person that is not in standard terms of the employee share option plans with respect to the vesting schedule, the exercise price or any other aspects. Notwithstanding anything contained herein to the contrary, without the approval of each of the Investors, the Company shall not (i) increase the Plan Share Limit or (ii) approve any new equity-based compensation plan or any bonus or incentive plan. Schedule 4 sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: (i) issued and outstanding Ordinary Shares, including, with respect to restricted Ordinary Shares (if any), vesting schedule and repurchase price; (ii) Ordinary Shares reserved for issuance under the Share Plan; (iii) each series of Preferred Shares; and (iv) warrants or stock purchase rights, if anyTransaction Documents.